HomeMy WebLinkAbout2006-02-23 Special•
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MAYOR
Tammy de Weerd
CITY COUNCIL MEMBERS
Keith Bird
Joseph W. Borton
Charles M. Rountree
Shaun Wardle
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NOTICE OF SPECIAL MEETING
MERIDIAN CITY COUNCIL
NOTICE IS HEREBY GIVEN that the City Council of the City of
CITY DEPARTMENTS
City Attorney/HR
703 Main Street
898-5506 (City Attorney)
898-5503 (HR)
Fax 884-8723
Fire
540 E. Franklin Road
888-1234/fax 895-0390
Parks & Recreation
11 W. Bower Street
888-3579/fax 898-5501
Planning
660 E. Watertower Lane
Suite 202
884-5533 /fax 888-6844
Police
1401 E. Watertower Lane
888-6678/fax 846-7366
Public Works
660 E. Watertower Lane
Suite 200
898-5500/fax 895-9551
- Building
660 E. Watertower Lane
Suite 150
887-2211 /fax 887-1297
- Wastewater
3401 N. Ten Mile Road
888-2191 /fax 884-0744
Water
2235 N.W. 8th Street
888-5242/fax 884-1159
Meridian will hold a Special Meeting at Meridian City Hall, Council
Chambers, 33 East Idaho Avenue, Meridian, Idaho, on Thursday, March
23, 2006 at 12:00 noono The Meridian City Council will hold an Executive
Session (the session itself is closed to the public) in accordance with
Idaho State Code 67-2345 (1)(c) to acquire an interest in real property
which is not owned by a public agency.
The public is welcome to attend the special meeting but the
executive session will be closed to the public.
DATED 21st day of March, 2006.
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Meridian Cily Council Special Meeting -March 23, 2006 Page 1 of 1
All materials presented at public meetings shall become property of the City of Meridian.
Anyone desiring accommodation for disabilities related to documents and/or hearings,
please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting.
CITY FALL 33 EAST IDAHO AVENUE MERIDIAN, IDAHO 83642 (208) 888-4433
CITY CLERK -FAX 588-4215 FINANCE & UTILITY BILLING -FAX 887-4813 MAYOR'S OFFICE -FAX 884-8119
Printed on recycled paper
•
CITY OF MERIDIAN
•
CITY COUNCIL SPECIAL MEETING
AGENDA
Thursday, March 23, 2006 at 12:00 noon
City Council Chambers
33 East Idaho Avenue, Meridian, Idaho
"Although the City of Meridian no longer requires sworn testimony, all
presentations before the Mayor and City Council are expected to be
truthful and honest to best of the ability of the presenter."
1. Roll-call Attendance:
Shaun Wardle Joe Gorton
Charlie Rountree Keith Bird
Mayor Tammy de Weerd
2. Adoption of the Agenda:
3. Executive Session per Idaho State Code 67-2345(1)(c) To acquire
an interest in real property which is not owned by a public agency:
Meridian City Council Special Meeting Agenda -March 23, 2006 Page 1 of 1
All materials presented at public meetings shall become property of the City of Meridian.
Anyone desiring accommodation for disabilities related to documents and/or hearings,
please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting.
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MAYOR
Tammy de Weerd NOTICE OF SPECIAL MEETING
CITY COUNCIL MEMBERS
Keith Bird
Joseph w. Burton
MERIDIAN CITY COUNCIL
Charles M. Rountree
Shaun Wardle
NOTICE IS HEREBY GIVEN that the City Council of the City of
CITY DEPARTMENTS
city Attorney/HR Meridian will hold a Special Meeting at Meridian City Hall, Council
703 Main Street
898-5506 (City Attorney) Chambers, 33 East Idaho Avenue, Meridian, Idaho, on Thursday, March
898-5503 (HR)
Fax 884-8723 23, 2006 at 12:00 noon. The Meridian City Council will hold an Executive
Fire
540 E. Franklin Road
888
123
f Session (the session itself is closed to the ublic In accordance with
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ax 895-0390
Parks & Recreation Idaho State Code 67-2345 (1)(c) to acquire an interest in real property
11 W. Bower Street
888-3579/fax 898-5501
which is not owned by a public agency.
Planning
660 E. Watertower Lane
suite zo2
The public is welcome to attend the special meeting but the
884-5533 /fax 888-6844
Police eXecutive S@SSIOn Will be ClOSed to the public.
1401 E. Watertower Lane `,~Bysl~itl~d1`
888-6678 /fax 846-7366 `',
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898-5500 /fax 895-9551 DATED 21st day of March, 2006. _ ~r' , . -
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Suite 150
887-2211 /fax 887-1297 .
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- Wastewater 5;'``
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3401 N. Ten Mile Road
888-2191/fax 884-0744 -
- Water
2235 N.W. 8th Street
888-5242 /fax 884-1159
Meridian City Council Special Meeting -March 23, 2006 Page 1 of 1
All materials presented at public meetings shall become property of the City of Meridian.
Anyone desiring accommodation for disabilities related to documents and/or hearings,
please contact the City Clerk's Office at 88811433 at least 48 hours prior to the public meeting.
CITY FALL 33 EAST IDAHO AVENUE MERIDIAN, IDAHO 83642 (208) 888-4433
CITY C LERK - FAX 888-4215 FINANCE & CiTILrrY BILLING - FAX 887-4813 MAYOR'S OFFICE -FAX 884-8119
Printed on recycled paper
• •
CITY OF MERIDIAN
CITY COUNCIL SPECIAL MEETING
AGENDA
Thursday, March 23, 2006 at 12:00 noon
City Council Chambers
33 East Idaho Avenue, Meridian, Idaho
"Although the City of Meridian no longer requires sworn testimony, all
presentations before the Mayor and City Council are expected to be
truthful and honest to best of the ability of the presenter. "
1. Roll-call Attendance:
Shaun Wardle _~ Joe Borton
)C Charlie Rountree _~ Keith Bird
_ C~ Mayor Tammy de Weerd
2. Adoption of the Agenda: ~Q~~ ~
3. Executive Session per Idaho State Code 67-2345(1)(c) To acquire
an interest in real property which is not owned by a public agency:
Meridian City Council Special Meeting Agenda -March 23, 2006 Page 1 of 1
All materials presented at public meetings shall become property of the City of Meridian.
Anyone desiring accommodation for disabilities related to documents and/or hearings,
please contact the City Clerk's Office at 888-4433 at least 48 hours prior to the public meeting.
• •
Meridian City Council Special Meetinct March 23, 2006
The Meridian City Council Special Meeting was called to order at 12:00 P.M. on
Tuesday, March 23, 2006 by President Councilman Shaun Wardle.
Members Present: Mayor Tammy de Weerd, Keith Bird, Shaun Wardle, Charlie
Rountree and Joe Gorton.
Staff Present: Bill Nary and Will Berg.
De Weerd: It is Tuesday, March 23, 2006. It is five minutes after 12:00 as notice
is hereby given that the City Council of the City of Meridian will hold a Special
Meeting at Meridian City Hall, City Council Chambers on Thursday, March 23~ at
noon. The Meridian City Council will hold an Executive Session, the session
itself is closed to the public in accordance with Idaho State Code 67-2345(1)(c) to
acquire an interest in real property, which is not owned by a public agency. The
public is welcome to attend the Special Meeting, but the Executive Session will
be closed to the public. I will ask the City Clerk to please call roll call attendance.
Item 1. Roll-call Attendance:
Roll call.
X Shaun Wardle X Joe Gorton
X Charlie Rountree X Keith Bird
X Mayor Tammy de Weerd
Item 2. Adoption of the Agenda:
Bird: Madame Mayor.
De Weerd: Mr. Bird.
Bird: I move we approve the agenda as published.
Rountree: Second.
De Weerd: Okay, motion to approve the agenda. All those in favor say aye.
ALL AYES. MOTION CARRIED.
Item 3. Executive Session per Idaho State Code 67-2345(1)(c) To
acquire an interest in real property which is not owned by a public
agency:
Bird: Madame Mayor.
Meridian City Council SpeLT~l Meeting •
March 23, 2006
Page 2 of 3
De Weerd: Mr. Bird.
Bird: I move we go into Executive Session as per Idaho State Code 67-
2345(1)(c).
Rountree: Second.
De Weerd: Thank you. Mr. Berg, will you call roll?
Roll Call: Bird, aye; Rountree, aye; Borton, aye; Wardle, aye.
ALL AYES. MOTION CARRIED.
EXECUTIVE SESSION:
De Weerd: Okay, Council, I would entertain a motion to come out of Executive
Session.
Rountree: So moved.
Bird: Second.
De Weerd: All those in favor say aye.
ALL AYES. MOTION CARRIED.
Bird: Madame Mayor.
De Weerd: Mr. Bird.
Bird: After coming out of Executive Session, I would move that we as a City
enter into an earnest agreement with the owners of Steel Ventures, LLC for the
purchase of the property known as the Old Creamery in Meridian, Idaho.
Rountree: Second.
De Weerd: Okay, the motion is as stated. Is there any discussion?
Nary: Madame Mayor.
De Weerd: Mr. Nary.
Nary: Additionally, the maker of the motion authorized the release of the
redacted copy of this contract for sale agreement that has been proposed.
Meridian City Council Spe~al Meeting
March 23, 2006
Page 3 of 3
Bird: So moved and also on the motion for the Mayor to sign and the Clerk to
attest.
Rountree: Second.
De Weerd: Okay, thank you. Anything further? Mr. Berg, will you call roll?
Roll Call: Bird, aye; Rountree, aye; Borton, aye; Wardle, aye.
ALL AYES. MOTION CARRIED.
De Weerd: Okay, Council I would entertain a motion to adjourn.
Bird: So moved.
Rountree: Second.
De Weerd: All those in favor.
ALL AYES. MOTION CARRIED.
MEETING ADJOURNED AT 12:45 P.M.
(TAPE ON FILE OF THESE PROCEEDINGS)
APPROVED:
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TAMMY DE V D, MAYR,R~~!!l~~,,,,,,~~~
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DATE APPROVED
G. BERG, JF~
CLERK
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RECEIVE
MAC 131006
City of Meridian
CONTRACT OF SALE City Clerk ®ffice
THIS CONTRACT OF SALE ("Contract") is entered into on this 23rd day of March 2006,
between ("Seller"), and The City of
Meridian, an Idaho municipal corporation ("Buyer").
1. Purchase. Seller shall sell and Buyer shall purchase that certain real property
commonly known as the "Creamery Site" located at 27 E. Broadway Avenue in the City of
Meridian, County of Ada, State of Idaho, consisting of approximately 89,991 square feet of land
and legally described in Exhibits A, B, and C, attached hereto and incorporated herein by this
reference, and generally depicted in Exhibit D attached hereto, or as amended by the survey to be
conducted in this transaction (see Paragraph 4(b)) together with all easements, rights and
appurtenances thereto ("Subject Property"), all in accordance with the terms and conditions
hereinafter set forth. Seller and Buyer acknowledge that Lot 22 of Block 1 of the Townsite of
Meridian, currently associated with the "Creamery Site" shall not be included in the transaction
contemplated by this contract (see section (4)(i)).
The legal description of, and total number of square feet of land within, the Subject Property
shall be verified by the survey to be obtained pursuant to Paragraph 4(b) and the legal description of
the Subject Property as determined by the surveyor, if different from the one attached hereto, shall
be the legal description used in the conveyance from Seller to Buyer.
2. License for Entry. Seller understands that Buyer may construct commercial or
governmental office facilities on the Subject Property, and Seller grants to Buyer a license to enter
upon the Subject Property for all purposes reasonably related to a full and adequate determination
of the suitability of the Subject Property for such purposes, including, without limitation, the right
to conduct surveys, soils tests, engineering studies, and environmental tests and audits.
3. Purchase Price. The purchase price of the Subject Property is the sum of -
In the event that the
contingency contemplated in section 4(i) does not take place, then Lot 22, Block 1 of the Meridian
Townsite shall be sold to Buyer herein and the Purchase Price shall be increased by the amount of
An earnest money deposit of shall be deposited
CONTRACT OF SALE 1
by Buyer with Escrow Holder (as defined in Paragraph 5) within five (5) business days after the
date a fully executed original of this Contract is delivered to both Buyer and Seller. The earnest
money deposit shall be deposited by Escrow Holder in aninterest-bearing account in a federally
insured financial institution acceptable to Buyer. All earnest money deposited pursuant to this
Paragraph 3 shall be referred to herein as "earnest money". In the event this Contract is terminated
in accordance with the provisions set forth in Paragraph 4, all earnest money shall be refunded to
Buyer. All earnest money shall be applied to the purchase price of the Subject Property.
4. Conditions Precedent. Notwithstanding anything to the contrary in this Contract,
Buyer shall not be obligated to purchase the Subject Property unless at or prior to closing each of
the following conditions has been met or Buyer has waived said condition in writing. Seller shall
cooperate with Buyer, and agrees to execute any documents which may be necessary or convenient,
in the performance of these conditions:
(a) Seller has terminated all tenancies and caused all tenants in lawful or
unlawful possession of any portion of the Subject Property to vacate the premises.
(b) Buyer, at Buyer's expense, has obtained current certified ALTA boundary
and topographic surveys of the Subject Property prepared by a licensed surveyor ("Survey") which
shall show that (i) the Subject Property conforms to the description herein (it is agreed that the legal
description contained in the Survey shall be the legal description used in the Deed [as defined in
Paragraph 5] conveying the Subject Property to Buyer, if it differs from the legal description
attached hereto as Schedule 1), (ii) the Subject Property extends to all adjacent streets, alleys
(inclusive of the land area within the alley right of way transaction contemplated in this transaction
as noted in Paragraph 4(h) herein) and rights-of--way, which streets, alleys and rights-of--way have
been dedicated to, and accepted for public use by, the appropriate governmental authority, (iii)
utilities are available to the boundaries of the Subject Property, and (iv) if the Subject Property
contains more than one (1) parcel, then all of the parcels together form one (1) parcel, and each
parcel forming the larger parcel shares its interior boundary lines with the other parcel or parcels.
Seller agrees to deliver to Buyer all surveys, engineering information, environmental reports and/or
studies, architectural drawings and consultant information and/or studies and any other information
pertaining to the Subject Property available to Seller or in Seller's possession within three (3)
business days of the effective date of this Contract.
(c) Title to the Subject Property shall be good and marketable and shall be free
CONTRACT OF SALE 2
• .
and clear of all liens, encumbrances, easements, assessments, restrictions, tenancies (whether
recorded or unrecorded) and other exceptions to title, except the lien of real property taxes not yet
due and payable and those exceptions approved in writing by Buyer ("Permitted Exceptions").
Seller hereby covenants (i) that there are no leases or other occupancy agreements affecting the
Subject Property or any portion thereof as of the date of this Contract, and (ii) that between the date
of this Contract and the earlier of the close of escrow or the termination of this Contract, Seller shall
not (A) sign any new lease or occupancy agreement affecting the Subject Property or any portion
thereof, or (B) execute any easement, covenant or restriction (or amendment to any existing
easement, covenant or restriction) affecting the Subject Property or any portion thereof (except to
the extent required to delete such easement, covenant or restriction as an objectionable exception to
title). Seller further agrees to remove on or before closing all monetary liens and encumbrances
affecting the Subject Property except the lien of real property taxes not yet due and payable.
(d) The Escrow Holder shall be prepared to obtain from
_ or other title insurance company designated by Buyer, upon closing, an extended
coverage ALTA Owner's Policy of Title Insurance (Form B) or, at Buyer's option, a title insurance
binder for the issuance of an extended coverage ALTA Owner's Policy of Title Insurance (Form B),
(including any endorsements reasonably required by Buyer to delete any objectionable exceptions
to title) in the full amount of the purchase price, insuring that marketable fee simple title to the
Subject Property is vested in Buyer or Buyer's designee, subject only to the Penmitted Exceptions.
(e) Buyer, at Buyer's expense, has obtained surveys, soils tests, engineering
studies, and environmental tests and audits, which shall show the Subject Property (i) to be free and
clear of all Hazardous Materials, and (ii) to be suitable, in Buyer's sole opinion, for Buyer's
proposed use, including, without limitation, a determination by Buyer that vehicular access, utility
availability, and the physical condition of the property are such that Buyer's proposed facilities and
the related site work could be constructed and operated without incurring any extraordinary costs.
(~ Buyer, at Buyer's expense, has obtained a site evaluation prepared by a
licensed architect or engineer which shall show that Buyer's proposed facilities and the related site
work could be constructed and operated without incurring any extraordinary costs.
(g) Seller, at Seller's expense, has removed all items, including but not limited
to vehicles, auto parts, other personal property, and refuse not attached to the existing
improvements on the Subject Premises.
CONTRACT OF SALE 3
(h) Seller has completed the alley vacation process currently underway with the
Ada County Highway District which will allow seller to convey title to the real property identified
in Exhibits B and C, attached hereto and incorporated by reference in Section 1 of this contract.
(i) Seller has completed the conveyance of Lot 22 of Block 1 of the Townsite of
Meridian to -and/or his assigns. In the event that Seller does not complete the
conveyance of Lot 22, Block 1 to -, Seller agrees to convey said lot to Buyer herein for
the amount of
(j) In the event that all of the conditions set forth in this Paragraph 4 have not
been satisfied or waived in writing by Buyer within thirty (30) days of the date of closing, Buyer
may terminate this contract upon fifteen (15) days' prior written notice to Seller and this Contract
shall terminate if the condition or conditions specified in said notice of termination have not been
satisfied or waived in writing by Buyer prior to the expiration of the fifteen (15) day period.
5. Escrow Holder. Prior to closing, the parties shall open an escrow with -
or other title insurance company designated by Buyer
("Escrow Holder"). Seller shall deposit into escrow a duly executed and acknowledged Warranty
Deed conveying the Subject Properly and all of Seller's right, title and interest in and to all streets,
alleys and rights-of--way adjacent thereto to Buyer or Buyer's designee, or portions to Buyer's
designees, subject only to the Permitted Exceptions ("Deed"), together with instructions to deliver
and record the Deed when the Escrow Holder is in a position to pay the purchase price to Seller.
After all of the conditions of closing as set forth in Paragraph 4 have been met and Buyer has been
so advised, Buyer shall deposit the balance of the purchase price into escrow with instructions to
disburse the same to Seller upon recordation of the Deed and issuance of the title insurance policy
or binder required by Paragraph 4(d).
6. Closing Date. On or before the closing date, Buyer and Seller shall deposit with the
closing agency all funds and instruments necessary to complete the transaction. The closing date
shall be no later than Closing shall be the date on which the Deed is recorded
which shall be as soon as practicable after deposit of the purchase price into escrow. Possession
passes to Buyer on closing.
7. Section 1445 Affidavit. At or prior to closing, Seller shall deliver to Buyer an
affidavit in compliance with Section 1445 of the Internal Revenue Code providing Seller's United
States taxpayer identification number and business address and stating whether or not Seller is a
CONTRACT OF SALE q
~ ~
"foreign person" as defined in the Internal Revenue Code and regulations applicable thereto
("Code"). If Seller fails to deliver such affidavit or is a "foreign person" as defined in the Code,
Buyer shall be entitled to withhold from the purchase price, and to pay to the Internal Revenue
Service, such amounts as are required to be withheld by the Code, and Seller agrees to cooperate
with Buyer and to furnish Buyer with such tax forms and information as are reasonably required to
insure Buyer's compliance with the Code.
8. Costs. Buyer shall pay the cost of recording the Deed. Any escrow fees shall be
paid equally by both parties. Taxes, rentals and utilities shall be prorated as of the time of closing.
Seller shall pay all other costs including, without limitation, all other recording fees, and all title
insurance premiums (including the premiums for any endorsements reasonably required by Buyer
to delete any objectionable exceptions to title).
9. Representation Confirmation, Agency Disclosure and Commissions. Buyer is
represented by the Igo Company, an Idaho Corporation by: J. Martin Igo, Designated Corporate
Broker, and Seller is represented by _
The brokerages involved in this transaction have the following relationships: The broker working
with Buyer is acting as an Agent for the Buyer. The broker working with the Seller is acting as an
Agent for the Seller. Seller agrees to pay any real estate commission due to the Igo Company and
pursuant to a separate written agreement with those Brokers.
Seller agrees to be responsible for any real estate commission Seller may otherwise be obligated to
pay to any other Broker and agrees to hold Buyer harmless from any obligation to pay a real estate
commission to any Broker. All brokerage commissions and fees shall be paid from the purchase
price out of escrow.
10. Seller's Representations and Warranties.
(a) Seller represents and warrants that Seller has authority to enter into this
Contract and to grant the license granted in Paragraph 2 and that Seller holds marketable fee simple
title to the Subject Property.
(b) Seller represents and warrants all of the following:
(i) Seller has provided Buyer with a copy of the Meridian Creamery
Targeted Brownfield's Assessment Report (TDD: 03-07-0005) dated May 2005. Other than as
stated in said report, seller has no knowledge of any "Hazardous Materials" (as hereinafter defined),
having ever been used, produced, released, stored, transported, disposed of, generated, deposited or
CONTRACT OF SALE g
otherwise existing in, over, under or upon the Subject Property by any person or entity whatsoever.
The term "Hazardous Materials" shall collectively refer to underground storage tanks, petroleum
and petroleum products, asbestos, PCB's, urea-formaldehyde and any hazardous or toxic
substances, pollutants, contaminants, wastes or materials as defined under any "Environmental
Laws". The term "Environmental Laws" shall collectively refer to all federal, state or local laws,
rules or regulations respecting Hazardous Materials, together with all amendments thereto.
(ii) Seller, and to Seller's knowledge, all other persons or entities who
have occupied or are occupying the Subject Property, or any portion thereof, have, at all times, fully
complied with all Environmental Laws and all other laws, rules and regulations (collectively,
"Laws") as well as all permits, licenses, certificates and approvals relating to the development and
use of the Subject Property (collectively, "Permits"). To Seller's knowledge, (A) no notice of
violation of any Environmental Law or any other Law (and no complaint, order, directive, claim,
citation or notice relating to any Environmental Law or other Law) has been issued with respect to
the Subject Properly, and (B) no notice of noncompliance with any Permit relating to the
development or use of the Subject Property has been issued;
(iii) There are no pending actions against Seller (or to Seller's knowledge,
against any other person or entity) which relate to the condition or use of the Subject Property and
Seller has no knowledge of any facts or circumstances which could give rise to such action.
Without limiting the foregoing, there are no pending or threatened condemnation proceedings
which could affect all or any portion of the Subject Property, or the performance by Seller of any of
its obligations set forth in this Contract.
(c) Seller represents and warrants that, to Seller's knowledge, the Subject
Property is not subject to any existing impact fees, bonds or assessments and Seller does not know
of any present or proposed public improvements which could give rise to the same.
The representations and warranties set forth in this Paragraph 10 shall constitute
continuing representations and warranties and shall be deemed to be hue and correct as of the date
of closing of Buyer's purchase of the Subject Property. Seller agrees to indemnify, defend and hold
harmless Buyer from and against any and all Claims arising out of or in any way connected with
Seller's breach of the representations and warranties set forth in this Paragraph 10.
11. Casualty. Should the improvements, if any, on the Subject Property be damaged or
destroyed by fire or other casualty prior to the time of closing, Buyer, at Buyer's sole option, may
CONTRACT OF SALE 6
elect either (i) to terminate Buyer's obligation to purchase the Subject Property by giving written
notice to Seller at any time prior to the time of closing and obtain a refund of all amounts paid by
Buyer hereunder (including all interest accrued thereon), or (ii) to complete the purchase of the
Subject Property (subject to the terms of this Contract) with the purchase price being reduced by an
amount equal to the fair market value of the improvements (or portion thereof) damaged or
destroyed.
12. Condemnation. Should any entity having the power of condemnation bring an
action or otherwise indicate an intent prior to the time of closing to acquire all or any portion of, or
any interest in, the Subject Property, Buyer, at Buyer's sole option, may elect either (i) to terminate
Buyer's obligation to purchase the Subject Property by giving written notice to Seller at any time
prior to the time of closing and obtain a refund of all amounts paid by Buyer hereunder (including
all interest accrued thereon), or (ii) to complete the purchase of the Subject Property (subject to the
terms of this Contract) with Seller immediately appointing Buyer its attorney-in-fact to negotiate
with said condemning entity as to its interest in the Subject Property and assigning to Buyer all
amounts to be awarded for the Subject Property. Seller agrees to provide Buyer, within ten (10)
days after Seller's receipt of same but in no event later than the time of closing, written notice of any
actual or threatened condemnation proceeding.
13. Successors and Assigns. This Contract shall be binding on the heirs, successors,
assigns and personal representatives of the parties hereto. Buyer may assign and transfer all of
Buyer's interests, rights and obligations under this Contract without any need to obtain any consent
from Seller.
14. Attorney's Fees. In the event either party initiates or defends any legal action or
proceeding in any way connected with this Contract, the prevailing party in any such action or
proceeding (in addition to any other relief which may be granted, whether legal or equitable), shall
be entitled to recover from the losing party in any such action or proceeding its reasonable costs and
attorney's fees (including, without limitation, its reasonable costs and attorney's fees on any appeal).
All such costs and attorney's fees shall be deemed to have accrued on commencement of any legal
action or proceeding and shall be enforceable whether or not such legal action or proceeding is
prosecuted to judgment.
15. Default.
(a) Neither party shall be deemed to be in default under this Contract except
CONTRACT OF SALE ~
upon the expiration of thirty (30) days (ten [ 10] days in the event of failure to pay money) from
receipt of written notice from the other party specifying the particulars in which such party has
failed to perform its obligations (or breached any of its representations or warranties) under this
Contract unless such party, prior to expiration of said thirty (30) day period (ten [10] days in the
event of failure to pay money), has rectified the particulars specified in said notice of default.
(b) In the event of a default by Seller, Buyer may, at its option, (i) terminate this
Contract upon written notice to Seller and direct Escrow Holder to refund to Buyer all earnest
money deposited by Buyer hereunder (including all interest accrued thereon), or (ii) pursue the
remedy of specific performance. In no event shall Buyer be entitled to sue for or recover damages
from Seller. The parties declare it to be their intent that this Contract may be specifically enforced.
In the event of a default by Buyer, Seller's sole and exclusive remedy (under this Contract, at law or
in equity) shall be to terminate this Contract and direct Escrow Holder to pay over to Seller all
earnest money deposited by Buyer hereunder (including all interest accrued thereon) as liquidated
damages. SELLER AND BUYER AGREE THAT IT WOULD BE IlVIPRACTICAL OR
EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO SELLER IN THE EVENT
OF BUYER'S DEFAULT UNDER THIS CONTRACT. THE PARTIES HEREBY AGREE
THAT A REASONABLE ESTIMATE OF SUCH DAMAGES IS AN AMOUNT EQUAL TO
THE EARNEST MONEY DEPOSITED BY BUYER WITH ESCROW HOLDER HEREUNDER,
AND IN THE EVENT OF BUYER'S DEFAULT UNDER THIS CONTRACT, SELLER SHALL
BE ENTITLED TO RECEIVE AND RETAIN AS FULLY AGREED LIQUIDATED DAMAGES
THE ENTIIZE EARNEST MONEY DEPOSIT HELD BY ESCROW HOLDER HEREUNDER,
ALL OTHER REMEDIES HEREIN BEING EXPRESSLY WAIVED BY SELLER.
16. Notices.
(a) All notices given pursuant to this Contract shall be in writing and shall be
given by personal service, by United States mail or by United States express mail or other
established express delivery service (such as Federal Express), postage or delivery charge prepaid,
return receipt requested, addressed to the appropriate party at the set forth below:
CONTRACT OF SALE g
~ ~
Buyer: City of Meridian
33 East Idaho Avenue
Meridian, ID 83642
The person and address to which notices are to be given may be changed at any time by any party
upon written notice to the other party.
(b) For the purpose of this Contract, the term "receipt" shall mean the earlier of
any of the following: (i) the date of delivery of the notice or other document to the address specified
pursuant to subparagraph (a) above as shown on the return receipt, (ii) the date of actual receipt of
the notice or other document by the person or entity specified pursuant to subparagraph (a) above,
or (iii) in the case of refusal to accept delivery or inability to deliver the notice or other document,
the earlier of (A) the date of the attempted delivery or refusal to accept delivery, (B) the date of the
postmark on the return receipt, or (C) the date of receipt of notice of refusal or notice of non-
delivery by the sending party.
17. Captions and Headings. The captions and headings in this Contract are for
reference only and shall not be deemed to define or limit the scope or intent of any of the terms,
covenants, conditions or agreements contained herein.
18. Entire Agreement. This Contract contains the entire agreement between the parties
hereto and supersedes all prior agreements, oral or written, with respect to the subject matter hereof.
The provisions of this Contract shall be construed as a whole and not strictly for or against any
p~'•
19. Construction. In construing the provisions of this Contract and whenever the
context so requires, the use of a gender shall include all other genders, the use of the singular shall
include the plural, and the use of the plural shall include the singular.
20. Joint and Several Obligations. In the event any party hereto is composed of more
than one (1) person, the obligations of said party shall be joint and several.
21. Counterparts. This Contract may be executed in counterparts, each of which shall
be deemed an original and all of which shall constitute a single instrument. Signature and
acknowledgment pages may be detached from individual counterparts and attached to a single or
multiple original(s) in order to form a single or multiple original(s) of this document.
22. Time Period Computation. All time periods in this Contract shall be deemed to
refer to calendar days unless the time period specifically references business days; provided that if
CONTRACT OF SALE g
•
the last date on which to perform any act or give any notice under this Contract shall fall on a
Saturday, Sunday or local, state or national holiday, such act or notice shall be deemed timely if
performed or given on the next succeeding business day.
23. Binding Contract, Council Approval Required. This Contract shall not be
binding or enforceable until both parties have executed an original (or a counterpart original) of this
Contract and have delivered to each other an original (or a counterpart original) of this Contract
fully executed by the delivering party. Seller acknowledges that this contract will be executed by
the Seller before Buyer executes the contract and that the execution of the contract by the Buyer is
contingent upon the approval of the terms and conditions of this contract by the Meridian City
Council and the Council's authorization for the Meridian City Mayor to execute this contract on
behalf of Buyer.
24. Survival. All of the representations and warranties set forth in this Contract shall
constitute continuing representations and warranties, shall be deemed to be true and correct as of
the date of closing of Buyer's purchase of the Subject Property from Seller, and shall (along with ail
indemnification, defense and hold harmless obligations related thereto) survive the closing of
Buyer's purchase of the Subject Property from Seller.
25. 1031 Exchange. Buyer and Seller acknowledge that Seller may wish to structure
this transaction as a tax deferred exchange of like-kind property within the meaning of Section 1031
of the Code. Each party agrees to reasonably cooperate with the other party to effect such an
exchange; provided, however, that (i) the cooperating party shall not be required to acquire or take
title to any exchange property, (ii) the cooperating party shall not be required to incur any expense
(excluding attorneys' fees) or liability whatsoever in connection with the exchange, including,
without limitation, any obligation for the payment of any escrow, title, brokerage or other costs
incurred with respect to the exchange, (iii) no substitution of the effectuating party shall release said
party from any of its obligations, warranties or representations set forth in this Contract or from
liability for any prior or subsequent default under this Contract by the effectuating party, its
successors or assigns, which obligations shall continue as the obligations of a principal and not of a
surety or guarantor, (iv) the effectuating party shall give the cooperating party at least five (5)
business days prior notice of the proposed changes required to effect such exchange and the identity
of any party to be substituted in the escrow, (vi) the effectuating party shall be responsible for
preparing all additional agreements, documents and escrow instructions (collectively, the
CONTRACT OF SALE 10
i ~
"Exchange Documents") required by the exchange, at its sole cost and expense, and (vii) the
effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax
considerations and other considerations relating to the proposed exchange, the Exchange
Documents and the transactions contemplated thereby, and the cooperating party shall in no event
be responsible for, or in any way be deemed to warrant or represent, any tax or other consequences
of the exchange transaction arising by reason of the cooperating party's performance of the acts
required hereby.
26. No Third Party Beneficiary Rights. This Contract is not intended to create, nor
shall it in any way be interpreted or construed to create, any third party beneficiary rights in any
person not a party hereto.
27. Confidentiality. The parties agree that the terms and conditions of this contract and
information regarding the Subject Property (hereinafter referred to as "Confidential Information")
shall be held in confidence except as mutually agreed by the parties in writing. Notwithstanding the
foregoing, Buyer may publicly disclose the fact that Buyer is under contract to purchase the Subject
Property and Buyer may disclose Confidential Information to its employees, advisors, or
consultants as necessary to complete the transaction contemplated by this contract. Until closing,
Buyer shall make reasonable efforts to hold the Confidential Information to be exempt from public
disclosure pursuant to applicable laws, unless required to do so by a court of competent jurisdiction.
After closing, all records relating to this transaction held by Buyer may be subject to public
disclosure upon request by the public. Except as provided above, neither party shall use for its own
benefit or for the benefit of others, or divulge to others, any information, knowledge, or data of a
confidential or proprietary nature or otherwise not readily available to members of the general
public which concerns the business or affairs of the other party and which was acquired during the
term of this contract.
CONTRACT OF SALE 11
~ ~
EXECUTED as of the date first set forth above.
BUYER:
THE CITY OF MERIDIAN,
an Idaho municipal corporation
By: Tammy de Weerd
Its: Mayor
ATTEST.•
William G. Berg, Jr., City Clerk
CONTRACT OF SALE 12
•
STATE OF IDAHO
ss.
County of Ada )
•
On this day of 2006, before me, a notary public in
and for said state, personally appeared Tammy de Weerd and William G. Berg, Jr., known to me
to be the Mayor and City Clerk of Meridian City, Idaho, who executed the within instrument, and
acknowledged to me that Meridian City executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
(SEAL)
STATE OF IDAHO )
ss.
County of Ada )
Notary Public for Idaho
Residing at:
Commission expires: _
On this day of , 2006, before me, the undersigned, a notary
public in and for said county and state, ersonally appeared ~, known or identified
to me to be a who executed the instrument, and acknowledged to
me that executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Notary Public for Idaho
Residing at:
(SEAL) Commission expires:-
CONTRACT OF SALE 13
STATE OF IDAHO )
ss.
County of Ada )
On this day of , 2006, before me, the undersigned, a notary
public in and for said coon and state, ersonally appeared known or identified to
me to be a member of who executed the instrument, and acknowledged to
me that executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
(SEAL)
STATE OF IDAHO )
ss.
County of Ada )
Notary Public for Idaho
Residing at:
Commission expires:-
On this day of , 2006, before me, the undersigned, a notary
public in and for said county and state, ersonally a eared known or
identified to me to be a member of who executed the instrument, and
acknowledged to me that executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Notary Public for Idaho
Residing at:
(SEAL) Commission expires:-
CONTRACT OF SALE 14
•
EXHIBIT "A"
PARCELI
Lots 1 through 9 inclusive of Bk~dc 1 of the TOWNStTE OF MERIDIAN, according to the Amended Plat thereof,
filed in Book 2 oI Plats at Page 8i, records otAda County, Idaho.
EXCEPT therefrom the North 16 feet
PARCEL II
Lot54.S through 30 inclusive, of Biodc 1 of the TOWNSITE OF MERIDIAN, accorcling to the Amended Plat
thereof, filed in Book 2 of Plats at page 61, reoords of Ada County, Idaho.
PARCEL III
That portion of the now vacated Ra"+lroad Avenue, lying between Lots 1 through 8,inclusive and the North line of
the Railroad right-of--way, according to the Amended Plat of Black 1 of the TOWNStTF OF MERIDIAN, filed fn
Book 2 of Plats at Page 61, records of Ada County, Idaho.
PARCEL iV
An Easement as disGosed in Easement Agreements reoor~ded ,tiny 2t3, 1979 as Instrument Nos. 794'!053 8
7941054, records of Ada County, Idaho more particularly described as follows:
A 0.6 foot perpetual easement in and to the following described parcel of real property to-wit:
A strip of land located in the Southwest Quarter of Section 7, Township 3 North, Range 1 East of the Boise
Meridian in Ada County, Idaho, more particularly described to-wit
Att that nght~of-way, commencing at the Western Boundary of Lots 1 and 30 in the Amended Ptat of Block 1 of
Townsite of Meridian, to a point 33 feet East of the Section Line separating Sections 7 and 12, Township 3
North, Range 1 East, Boise Meridian, Ada County, Idaho.
AND
A 6.78 foot perpetual easement in and Do the following described parcel of real property, to-wit:
A strip of land located in the Southwest Quarter of Section 7, Township 3 North, Range 1 East of the Boise
Meridian in Ada County, Idaho, more specifically described to-wit;
The South 7.00 foot of the Broadway Avenue right-of-way, parallel arui adjacent to the NoRh line of Lots 23
through 30, inclusive of the Amended plat of 8k~ctc 1 of Townsite of Meridian, Ada County, Idaho.
EXHIBIT
«B„
A parce! being the north 16.00 feet of Lots 1 through 9 of the Amended Plat of Block
No. 1 of the Tawnsite of Meridian as shown in Book 2 of Plats on Page 61 in the
office of the Recorder, Ada County, Idaho, and being located in the SW '/a of Section
7 of Township 3 North, Range 1 East, Boise Meridian, Ada County, Idaho, sold parcel
formerly described in instruments #269578 and #269680, and more particularly
described as follows:
Commencing at a brass cap monument marking thq northwest corner of said SW '/a
(1/a Corner), from which a brass cap monument marking the southwest corner of said
SW'/a (Section Corner) bears S 0°17'15" W a distance of 2652.58 feet;
Thence S 0°1y'15" W along the westerly boundary of said SW '/a a distance of
866.45 feet to a point;
Thence leaving said westerly boundary S 89°48'49" E a distance of 40.00 feet to the
northwest comer of said Lat 1 of the Amended Plat of Black No. 1 of the Townstte of
Meridian and the POINT OF BEGINNING;
Thence continuing S 89°48'49" E along the northerly boundary of said Lots 1 through
9 a distance of 266.13 feet to the northeast comer of said Lot 9;
Thence S 0°i 8'11" W along the easterly boundary of said Lot 9 a distance of 16.00
feet to a point;
Thence leaving said eas#erly boundary N 89°48'49" W along a line 16.00 feet south
of and parallel to the northerly boundary of said Lots 1 through 9 a distance of 266.13
feet to a paint an the westerly boundary of said Lot 1;
Thence N 0°17'15" E along said westerly boundary a distance of 16.00 feet to the
POINT OF BEGINNING.
This parcel contains 0.10 acres (4,258.1 i square feet) and is subject to any
easements existing or in use.
Clinton W. Hansen, PLS
Land Solutions, PC
July 1, 2005
Np
11118
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<, 9r~ of Boa 5~
yT ON W . ~P~
CONTRACT OF SALE 16
• .
EXHIBIT "C"
A parcel being part of the alley adjacent to Lots 1 through 9 and Lats 22 through 30
of the Amended Plat of Block No. 1 of the Townsite of Meridian as shown in Book 2
of Plats on Page 61 in the office of the Recorder, Ada County, Idaho, and being
located in the SW ~/4 of Section 7 of Township 3 North, Range 1 East, Boise Meridian,
Ada County, Idaho, and more particularly described as follows:
Commencing at a brass cap monument marking the~northwest corner of said SW'/a
(~/4 Comer), from which a brass cap monument marking the southwest corner of said
SW '/4 (Section Corner) bears S 0°17'15" W a distance of 2652.58 feet;
Thence S 0°i 7'15" W along the westerly boundary of said SW ~/a a distance of
866.45 feet to a point;
Thence leaving said westerly boundary S 89°48'49" E a distance of 40.00 feet to the
northwest corner of said Lot 1 of the Amended Plat of Block Na. 1 of the Townsite of
Meridian and the POINT OF BEGINNING;
Thence N 0 °17' i 5" E along the easterly right of way of N. Meridian Road a distance
of 16.00 feet to a point marking the southwest comer of said Lot 30;
Thence S 89°48`49" E along the southerly boundary of said Lots 22 through 30 a
distance of 266.13 feet to a point marking the southeast comer of said Lat 22;
Thence S 0°17'15" W a distance of 16.00 feet to a point marking the northeast corner
of said Lot 9;
Thence N 89°48'49" W along the northerly boundary of said Lots 1 through 9 a
distance of 266.13 feet to the POINT OF BEGINNING.
This parcel contains 0.10 acres (4,258.07 square feet) and is subject to any
easements existing or in use.
Clinton W. Hansen, PLS
Land Solutions, PC
July 20, 2005
~~No
1118
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CONTRACT OF SALE 1 ~
•
EXHIBIT "D"
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